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No signature, no binding settlement 

Although a man injured while shopping at Walmart agreed to settle his negligence claim for $20,000, because Walmart required execution of a settlement agreement as a material term, and no agreement was ever executed, there was no binding settlement. 


Michael Hairston filed an amended complaint March 8, 2019, asserting he had been injured while shopping at Walmart when he was struck by folding tables which fell off a shelf because of an employee’s negligence. According to Walmart, on March 9, 2020, it extended an offer to Hairston to settle the case for $19,000. Hairston, at first, responded by text that he accepted the offer, then moments later texted back asking for $20,000 instead. 

Walmart agreed and texted instructions to Hairston regarding how he would need to meet with Walmart’s attorney March 12, 2020, to sign the release of liability agreement and have it notarized. Walmart contends Hairston signified his acceptance to the material terms of Walmart’s offer by responding by text, “Sounds good. I will meet with her Thursday [March 12, 2020].”

When Hairston met with the attorney March 12, he was given a W-9 form to sign, which he balked at doing and then refused to sign the release. Walmart contends that Hairston demanded another $1,644.30 to settle to cover the costs of his Medicaid lien, which Walmart rebuffed. This motion to enforce the settlement agreement followed.

Report and recommendation 

Walmart insists that Hairston manifested acceptance of the offer through his text messages, when he responded first “I will accept” to Walmart’s $19,000 offer, then, after seeking $20,000 immediately thereafter, Walmart agreed, advised him he would need to meet with Walmart’s lawyer to sign the paperwork before a notary, to which Hairston responded, “sounds good.”

Had Walmart not manifested its intent that Hairston sign the formal settlement agreement in order for the contract to be binding, Walmart might be correct. But Walmart’s inclusion of this material term to the proposed contract–Hairston’s signing of the release–compels the conclusion that there was never an acceptance of Walmart’s offer, and thus no binding contract. Simply stated, because Hairston never signed the release, he never “accepted” Walmart’s offer, according to Walmart’s own terms. Absent such acceptance, there was no enforceable contract.

Walmart argues here that the execution of the settlement agreement and release was only a formality, and Hairston’s intent to accept the terms of Walmart’s settlement offer is manifested by his texts. The court disagrees. Walmart’s intention that Hairston’s signing of the release was a material term was manifested by Walmart’s specific language in the settlement terms it proposed in its March 9, 2020, letter. In other words, Walmart manifested its intention that it would not consider itself bound by any settlement unless and until Hairston signed the release. As a result, the undersigned recommends that Walmart’s motion to enforce the settlement agreement be denied 

District court opinion

The court has reviewed the report and recommendation and hereby adopts and approves in full the findings and recommendations set forth therein. Accordingly, it is hereby ordered that defendant’s motion to enforce settlement is denied for the reasons detailed in the report and recommendation.

Defendant’s motion to enforce settlement denied. 

Hairston v. Wal-Mart Stores East L.P., Case No. 2:18-cv-619, Dec. 31, 2020. EDVA at Norfolk (Allen). VLW 020-3-656. 9 pp.

VLW 020-3-656